ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Kindara Inc., a Delaware (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SI Securities, LLCAgreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • New York
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the ___th day of May, 2016, by and among Kindara Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control
This Investment Management Agreement (this “Management Agreement”) among SI Securities, LLC, a New York limited liability company (the “Manager”); and those persons (the “Purchasers”) now or hereafter signing the counterpart signature page to this Management Agreement attached hereto which shall take effect on the date set forth on such below (the “Effective Date”).
KINDARA INC. AMENDED AND RESTATED FOUNDER STOCK RESTRICTION AGREEMENTFounder Stock Restriction Agreement • September 5th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • Delaware
Kindara Inc., a Delaware corporation (the “Company”) previously issued 4,000,000 shares of Common Stock, par value $0.00001 per share, of the Company (the “Shares”) to William Sacks (the “Founder”). Such Shares are subject to vesting and certain restrictions on transfer pursuant to that certain Stock Restriction Agreement, dated June 13, 2011, between the Company and the Founder (the “Prior Agreement”). The Company and the Founder hereby agree that this Agreement replaces and terminates the Prior Agreement. The terms and conditions attached hereto are incorporated herein and made a part hereof.
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • September 22nd, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the ___th day of August, 2017 by and among Kindara Inc. a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
SECOND AMENDED AND RESTATED VOTING AGREEMENTAdoption Agreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS SECOND AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this ___th day of August, 2017 by and among Kindara Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series Seed Preferred Stock, par value $0.00001 per share (“Series Seed Preferred Stock”) and each holder of the Company’s Series Seed II Preferred Stock, par value $0.00001 per share (“Series Seed II Preferred Stock”) and each holder of the Company’s Series A Preferred Stock, par value $0.00001 per share (“Series A Preferred Stock” and, collectively with the Series Seed Preferred Stock and the Series Seed II Preferred Stock, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who be
Re: Employment AgreementKindara, Inc. • September 5th, 2017 • Industrial instruments for measurement, display, and control
As a condition of your employment with Kindara, Inc. (hereinafter “we” or “us” or the “Company”), we ask that you sign and return this employment agreement (the “Agreement”), which sets forth certain terms and conditions of your employment with the Company. This Agreement constitutes the entire agreement as to your employment, and supersedes any prior or contemporaneous agreements or understandings, either written or oral.
Kindara-Hana Quality AgreementKindara, Inc. • August 18th, 2017 • Industrial instruments for measurement, display, and control
Partnership AgreementPartnership Agreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • New Jersey
Kindara Inc. provides individuals the tools, knowledge and power to navigate their fertility and reproductive health. Aginova Inc. develops low power sensors and wireless sensors for consumer and business applications. The purpose of this agreement is for the Partners to finish engineering development on a basal body thermometer for fertility.
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the ___th day of August, 2017 by and among Kindara Inc. a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • August 18th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the ___th day of August, 2017 by and among Kindara Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
VOTING PROXY AGREEMENTVoting Proxy Agreement • September 5th, 2017 • Kindara, Inc. • Industrial instruments for measurement, display, and control
In consideration of the receipt of the Series A Preferred Stock granted pursuant to the Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) between the undersigned Purchaser (the “Purchaser”) and Kindara Inc. (the “Company”), the Purchaser hereby grants an irrevocable general proxy appointing SI Securities, LLC (the “Proxy Holder”) pursuant to the terms of this voting proxy agreement (the “Agreement”), with full power of substitution, as proxy of the Purchaser, with full power of substitution, to vote on behalf of the Purchaser in all matters with respect to the Purchaser’s shares of the Series A Preferred Stock of the Company granted under the Purchase Agreement (the “Securities”) and without consultation of Purchaser. The parties recognize that execution of this Agreement is a condition precedent to the Purchaser’s receipt of the Securities, and accordingly that the Proxy Holder is authorized to act on behalf of certain other holders of Series A Preferred Stock. Th
Re: Employment AgreementKindara, Inc. • September 5th, 2017 • Industrial instruments for measurement, display, and control
As a condition of your continued employment with Kindara, Inc. (hereinafter “we” or “us” or the “Company”), we ask that you sign and return this employment agreement (the “Agreement”), which sets forth certain terms and conditions of your employment with the Company. This Agreement constitutes the entire agreement as to your employment by the Company, and supersedes any prior or contemporaneous agreements or understandings, either written or oral.
